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Dated this

day of

PARTNERSHIP AGREEMENT

BETWEEN ZULKARNAIN BIN DAHALAN (NRIC NO. 731230-10-5887) AND ABDUL SYUKUR AHYAT (NRIC NO. XXXXXX-XX-XXXX )

THIS DOCUMENT NAMELY THE PARTNERSHIP AGREEMENT OF BR CONSULT SHALL BE ENDORSED WITH STAMPED DUTY OF AMOUNT RM10.00 AND BY LAWS BE LEGAL AND BINDED.

AN AGREEMENT made the day of Between ZULKARNAIN BIN DAHALAN (NRIC NO. 731230-10-5887) of one part and ............................................................... of the other part. WHEREBY IT IS AGREED that the parties hereto (hereinafter called the partners) shall be and become partners in the business of consulting services in Electrical, Mechanical and related works to be carried on under the name of BR CONSULT at and at such other place or places as the partners may from time to time determine upon following terms namely: 1. CAPITAL 1.1 The initial capital of the partnership is such sum as shall be determined by the Partners which shall contributed by the partners in such proportion as shall be agreed upon by the partners. If at any time the partners decide to increase the capital of the partnership the amount of the increase shall be contributed in the same proportion as they are then entitled to the capital and to share in the profits of the partnership. No interest shall be payable on the capital of any partner. Except with the agreement of all the other partners, no partner may withdraw capital from the partnership bank account.

1.2

1.3 1.4

2.0 PROFIT AND LOSS 2.1 The profits and losses of the partnership(including profits and losses of a capital nature) shall belong to and be borne by the partners in the following proportions in default and subject to further stipulations as per basis and shall be agreed upon by partners based on project basis at discipline percentage. FOR ELECTRICAL WORKS: ZULKARNAIN BIN DAHALAN FOR MECHANICAL WORKS: ABDUL SYUKUR AHYAT 100.00% 100.00%

3.0 BOOKS OF ACCOUNTS 3.1 Proper books of account shall be kept promptly posted and such books shall be available at all times for inspection by each of the partners and by the partnership bank-account that covered all payment-sum received from the undertaking of agreed speficied-projects basis. The partnership bank-account shall allow for two(2) authorized signatory for release of deed-cheques making due allowance for depreciation and recouping any lost capital and showing what is due to each of the partners in respect of capital and share of profits and this undertaking is voluntarily under deed of both partners. Every such account and balance sheet shall be signed by the partners within 14 days from presentations and shall thereupon become binding on them expect that either of the partners shall be entitled to require the rectification of any such account or balance sheet within three months of the date when the same was signed by them.

3.2

3.3

4.0 BANKING 4.1 4.2 4.3 The bankers of the partnership shall be MAYBANK or such other bankers as the partners may from time to time agree. All partnership monies not required for current expenses and all cheques shall be paid promptly into the partnership bank account. All cheques on the partnership bank account shall be draw in the name of the partnership and shall be signed by both partners

5.0 HOLIDAY Each of the partners shall be entitled to 3 weeks holiday in each calendar year as shall be individually agreed with other partners from time to time. 6.0 PARTNERS DUTY Each partner shall: 6.1 Be just and show the utmost good faith to other partners and at all time give to the others full information and explanation of all matters relating to the partnership; Devote his full time and attention to the partnership and diligently and faithfully employ himself in the partnership business and conduct himself in a proper responsible manner and use his best skill and endeavours to promote the

6.2

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partnership business; 6.3 Duly and punctually pay and discharge his separate and private debts and liabilities and keep the partnership property and other partners and his estates and effects indemnified against the same and against all actions proceedings costs claims and demands in respect thereof.

7.0 DRAWING 7.1 Each of the partners shall be entitled to draw out of the partnership bank account a sum of Malaysia Ringgit One Thousand Five Hundred(RM1,500.00) in any one month for working expenses and allowance or such other monthly sums as they may from time to time agree. The net profit of the partnership for the purpose of equity sharing as in clause 1.2 shall be sum of money left after deducting the partners allowance, employees salaries,expenses,etc. If any ,profit and loss account of the partnership shall show that in the period covered by the account, any of the partners drew pursuant to the foregoing provisions of this clause in excess of his share of the profits for that period such partners shall repay the excess to the partnership in all other cases within thirty (30) days of being requested to do so by the other partners. Each of the partners shall be entitled to be reimbursed for all expenses incurred by them in respect to the securing of business for the partnership and all other incidental and consequential expenses related to the carrying on of the partnership business. Each of the partners shall be entitled to draw out of the partnership bank account the undrawn balance(if any) of his share of any such profit and loss account signed by the partners subject to an agreed portion of the nett profit being left in the bank for running expenses and outlays for the following year.

7.2

7.3

7.4

7.5

8.0 LIMITS OF AUTHORITY Neither of the partners shall without the consent of the other: 8.1 Except in the ordinary course of business and for the benefit of the partnership pledge the credit of the partnership or incur any liability or lend any monies on behalf of the partnership; Terminate the employment or engagement of any employee of the partnership except where in the circumstances instant dismissal is appropriate; On behalf of the partnership lend money or give credits to or have any dealings with and person company or firm with whom the other partners shall have previously requested him not to deal and any loss incurred through any breach

8.2

8.3

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of this provision shall be made good to the partnership by the partner committing the breach; 8.4 8.5 8.6 Contract any partnership debt; Give any guarantee on behalf of the partnership; Enter into any bond become bail or surety for any person or knowingly cause or permit or suffer to be done anything whereby the property of the partnership or any part thereof may be taken in execution or otherwise endangered; Assign,mortgage or charge his share in the partnership or any part thereof or enter into partnership with any other person concerning such share or any part thereof; Compromise or compound or (except upon payment in full) release or discharge any debt due to the partnership; Divulge any confidential information about the partnership or the partnership Business to anyone not authorized to receive it;

8.7

8.8

8.9

9.0 TERMINATION 9.1 The partnership shall be determined upon the expiry of not less than six(6) months notice of dissolution given in writing by one of the partners to the other. If the partnership shall be determined by notice pursuant to subclause 9.1 of this clause or dissolved by the death or bankruptcy or lunacy of any other partners(hereinafter called the retiring partners) the partners to whom notice is given or the surviving or solvent partners as the case may be shall have the option of purchasing the interest of the retiring partner and may within ninety(90) days from giving such notice in writing to the retiring partner or his personal representative trustee in bankruptcy committee or receiver in lunacy elect either to have the partnership wound up or to purchase the share of the retiring partners at the nett value thereof as ascertained by two independent valuers to be appointed by the partners and in making such valuation the good will of the business shall be taken into account PROVIDED ALWAYS that any such arrangement upon the determination of the partnership shall always be subject to other provsions of this Agreement.

9.2

10.0 ARBITRATION If at any time any disputes or difference or question between the partner in relation to any matter whatsoever touching the partnership affairs or the construction of this Agreement or the rights and liabilities of the partners and whether before or after the determination of the partnership the same shall be referred to a single arbitrator to be agree upon by the partners failing which the dispute shall be resolved in accordance with the Arbitration Ordinance 1952 (Act 93) or any statutory reenactment or modification in that behalf for the time being in force.

11.0 NOTICES Any notice required to be given hereunder shall be sufficiently given to or served on the Person to whom it is addressed if it is send in a prepaid letter by registered post addressed to that person at his or her last known address. 12.0 GENERAL This Agreement shall be binding upon the executors administrations of the partners hereto.

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IN WITNESS WHEREOF of the parties hereto have hereunto set their hands the day and year first above written.

SIGNED by the abovenamed ZULKARNAIN BIN DAHALAN NRIC NO. 731230-10-5887 SIGNED by the abovenamed ABDUL SYUKUR NRIC NO. )

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